Live Oak Bancshares (LOB) president reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Live Oak Bancshares President William C. Losch III reported equity compensation activity involving restricted stock units and common shares. On February 12 and 13, 2026, he exercised RSUs into 11,016 and 17,923 shares of voting common stock, respectively, at an exercise price of $0 per share.

In connection with these vestings, 4,896 shares at $40.22 and 7,965 shares at $40.54 were withheld to cover taxes, leaving him with 211,576 directly owned common shares after the transactions. He also holds several RSU awards that each convert into one share and vest in five equal annual installments beginning on dates ranging from August 10, 2022 to February 9, 2027, subject to continued service.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Losch William C III

(Last) (First) (Middle)

1741 TIBURON DRIVE

(Street)

WILMINGTON NC 28403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Live Oak Bancshares, Inc. [ LOB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	02/12/2026		M		11,016	A	(1)	206,514	D
Voting Common Stock	02/12/2026		F		4,896	D	$40.22	201,618	D
Voting Common Stock	02/13/2026		M		17,923	A	(1)	219,541	D
Voting Common Stock	02/13/2026		F		7,965	D	$40.54	211,576	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/12/2026		M			11,016	(2)	(2)	Voting Common Stock	11,016	$0	33,050	D
Restricted Stock Units	(1)	02/13/2026		M			17,923	(3)	(3)	Voting Common Stock	17,923	$0	35,846	D
Restricted Stock Units	(1)							(4)	(4)	Voting Common Stock	52,694		52,694	D
Restricted Stock Units	(1)							(5)	(5)	Voting Common Stock	36,123		36,123	D
Restricted Stock Units	(1)							(6)	(6)	Voting Common Stock	42,000		42,000	D
Restricted Stock Units	(1)							(7)	(7)	Voting Common Stock	2,528		2,528	D
Restricted Stock Units	(1)							(8)	(8)	Voting Common Stock	150,000		150,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.

2. The RSUs vest in five equal annual installments beginning on February 12, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.

3. The RSUs vest in five equal annual installments beginning on February 13, 2024, subject to the reporting person's continuous service to the Company or a related entity on such date.

4. The RSUs vest in five equal annual installments beginning on February 9, 2027, subject to the reporting person's continuous service to the Company or a related entity on such date.

5. The RSUs vest in five equal annual installments beginning on February 10, 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

6. The RSUs vest in five equal annual installments beginning on August 10, 2022, subject to the reporting person's continuous service to the Company or a related entity on such date.

7. The RSUs vest in five equal annual installments beginning on February 14, 2023, subject to the reporting person's continuous service to the Company or a related entity on such date.

8. The RSUs vest in five equal annual installments beginning on August 25, 2024, subject to the reporting person's continuous service to the Company or a related entity on such date.

Remarks:

	/s/ Jonathan A. Greene, By Power of Attorney	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider activity did LOB President William C. Losch III report?

He reported RSU vesting and related share movements. On February 12 and 13, 2026, restricted stock units were exercised into common stock, with a portion of the resulting shares withheld to satisfy tax obligations, reflecting routine equity compensation rather than an open-market stock purchase or sale.

How many Live Oak Bancshares (LOB) shares does the president own after these Form 4 transactions?

After the reported transactions, William C. Losch III directly owns 211,576 shares of Live Oak Bancshares voting common stock. This figure reflects RSU conversions into common shares and the share amounts withheld to cover tax liabilities tied to the vesting events reported in the filing.

What were the key RSU exercises reported for Live Oak Bancshares (LOB)?

The filing shows RSU exercises into 11,016 shares on February 12, 2026, and 17,923 shares on February 13, 2026. Each restricted stock unit converts into one share of voting common stock, with no cash exercise price, consistent with typical time-based stock unit vesting.

Why were some LOB shares disposed of in the February 2026 Form 4?

Dispositions reflect tax withholding, not open-market selling. The company withheld 4,896 shares at $40.22 and 7,965 shares at $40.54 to cover tax obligations arising from RSU vesting, a standard mechanism to satisfy withholding without requiring separate cash payments.

How do the Live Oak Bancshares RSUs held by the president vest over time?

Each RSU award vests in five equal annual installments, beginning on specific grant-related dates. Those start dates range from August 10, 2022 through February 9, 2027, and vesting remains contingent on William C. Losch III’s continuous service to Live Oak Bancshares or a related entity.

Does the Form 4 for LOB indicate any option exercises or only RSU conversions?

The filing indicates derivative transactions classified as restricted stock units converting into voting common stock at a $0 exercise price. These are RSU conversions, not traditional stock option exercises, with related share withholding to satisfy tax liabilities associated with the vesting events.